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OVERLAND PARK, Kan.--(BUSINESS WIRE)--Sprint (NYSE:S) announced today that it has filed a complaint in the
Delaware Court of Chancery against DISH Network Corporation
(NASDAQ:DISH) and Clearwire Corporation (NASDAQ: CLWR) asking the Court
to prevent the consummation of the DISH tender offer for Clearwire.
Sprint believes the transaction violates Delaware law and the rights of
both Sprint and Clearwire’s other strategic investors under Clearwire’s
charter and under the Equity Holders Agreement (“EHA”). In addition to
seeking to enjoin the tender offer, Sprint’s lawsuit seeks to rescind
certain parts of the tender offer agreement and seeks declaratory,
injunctive, compensatory and other relief.

In its complaint, Sprint outlines why DISH’s tender offer violates the
rights of Sprint and other Clearwire stockholders under Clearwire’s
governing documents and Delaware law. It also details how DISH has
repeatedly attempted to fool Clearwire’s shareholders into believing its
proposal was actionable in an effort to acquire Clearwire’s spectrum and
to obstruct Sprint’s transaction with Clearwire. Among the points the
suit makes:

Sprint and the strategic investors invested billions of dollars in
cash and assets to form Clearwire. They entered into a shareholders
agreement that established their governance rights (the Equity Holders
Agreement (EHA)) as to nominating and electing directors, amending the
charter and bylaws, issuance of stock, and other governance matters.

Under Clearwire’s charter and the EHA, the DISH Tender Offer (together
with the Investors Rights Agreement (IRA) and a related Note Purchase
Agreement (the “NPA”)), cannot be completed without the approval of
holders of at least 75% of Clearwire’s outstanding voting securities,
nor without the approval of Comcast Corp., neither of which approvals
have been obtained. Completion of the tender offer without such
approvals is unlawful.

DISH’s Tender Offer, if completed, would violate Delaware corporate
law and Sprint’s and the strategic investors rights under the Charter
and EHA by vesting DISH with a veto power over fundamental corporate
events that Delaware law places in the control of the directors or
shareholders and that the EHA details how many directors and
shareholders are required for action.

The IRA requires Clearwire to place and maintain a number of DISH
designees on its board of directors in breach of the provisions in the
EHA permitting Sprint to nominate 7 directors, the Significant
Investors Group to nominate several other directors, and the
nominating committee to nominate the remainder.

The IRA violates the Charter by purporting to grant DISH pre-emptive
rights that are explicitly prohibited by the Charter.

The DISH Tender Offer is unlawfully coercive because it threatens to
leave non-tendering shareholders holding shares in a company subject
to governance deadlocks or substantial damage awards to DISH if
Clearwire is unable to deliver on the unenforceable promises set forth
in the IRA and NPA.

Sprint is asking for Clearwire’s Charter and the EHA to be enforced by
not letting Clearwire sign the IRA or the NPA and by enjoining the
tender offer.

About Sprint Nextel

Sprint Nextel offers a comprehensive range of wireless and wireline
communications services bringing the freedom of mobility to consumers,
businesses and government users. Sprint Nextel served more than 55
million customers at the end of the first quarter of 2013 and is widely
recognized for developing, engineering and deploying innovative
technologies, including the first wireless 4G service from a national
carrier in the United States; offering industry-leading mobile data
services, leading prepaid brands including Virgin Mobile USA, Boost
Mobile, and Assurance Wireless; instant national and international
push-to-talk capabilities; and a global Tier 1 Internet backbone. The
American Customer Satisfaction Index rated Sprint as the most improved
company in customer satisfaction, across all 47 industries, during the
last five years. Newsweek ranked Sprint No. 3 in both its 2011
and 2012 Green Rankings, listing it as one of the nation’s greenest
companies, the highest of any telecommunications company. You can learn
more and visit Sprint at www.sprint.com
or www.facebook.com/sprint
and www.twitter.com/sprint.